O&H_PROPERTIES_LIMITED - Accounts

The directors present their Strategic Report together with the audited financial statements for the year ended 28 February 2024.

The company's principal activities are that of estates management, property development, land ownership and letting of property.

The company reported turnover of £21.9m in the year (2023 - £64.6m) which generated an operating profit of £9.5m (2023: £43.2m).

The most significant element of the company's turnover in the year is represented by the sale of residential and commercial sites within the Hampton development in Peterborough for £22m. The long term development of Hampton is continuing and the directors are encouraged by positive signs coming from the house building industry which will ensure the continued success of Hampton development.

On the 22 May 2023, the scheme entered into a buy-in policy with Just Group. At this point, the company made a one-off contribution to the scheme of £2.1m. The Scheme assets were disinvested and the required funds transferred to Just Group. The assets of the Scheme are now invested in an insurance policy matching the benefit payments due to the Scheme members.

It is the intention of the company to complete the buy-out stage of the process post year end.

The directors have responsibility for the management of the risks facing the company and in the assessment of those risks and in ensuring that those risks are monitored and reacted to. The directors allocate responsibility for risk within the company's management structure.

The directors are kept up to date through regular reviews of the impact of economic scenarios. The directors monitor the financial performance of the company at regular Executive meetings where comparisons against budgets and forecasts are made together with a review of key performance indicators and key projects being undertaken by the company.

Employment policies are controlled by senior management and IT policies and internal control systems are regularly reviewed. The directors are not aware of any events of fraud or major external events affecting the company's business.

The company's cash flows from the Hampton and Great Haddon developments form part of the overall cash management of the O&H Group, accordingly, risk management is dealt with on a group basis. The group's operations are funded from operational cash flow and the directors regularly review these, ensuring that the latter is appropriate in relation to gearing levels, interest rate management and maturity profile. The management of cash and debt is monitored daily with short and medium-term cash flows prepared daily and long-term cash flows discussed regularly in Executive meetings. The company is not exposed to financial derivatives or currency fluctuations.

As part of liquidity risk management, the financial stability of tenants, potential tenants and contractors is monitored as part of the company's daily operations. The company's portfolio is widely spread and is not dominated by any single tenant or any single market.

The companies construction project programmes are reviewed regularly to ensure they meet the company's obligations under any planning consents, sale contracts and finance agreements. The main risks lie in the cost of construction and, particularly with the Hampton and Great Haddon projects, the ability of the principal contractors to fulfil their obligations to the company.

The directors believe that the company's procurement methods, which include competitive tendering, ensure good control over build costs and, wherever possible, awarding fixed price contracts. Furthermore the directors monitor progress on a regular basis to ensure that the delivery of the project is being achieved efficiently and meets the obligations under the building contracts. In order to minimise the construction risk, full building contracts are entered into with contractors and all warranties and other contractual matters are included in the contract packages and vigorously monitored.

As far as possible, the financial status or "credit rating" of all major tenants, suppliers and contractors is monitored on an ongoing basis.

Our executives and staff have worked hard to achieve the results shown in these financial statements and the board offers its thanks to them all.

The board considers the following KPl's to be important in its management of the company's business:

Rental and development income

Sales comprises rental income and development activity. Rental income is managed on a day to day basis by a team of professional surveyors, with the objective of maximising returns.

The directors have considered the company's financial position and prospects and believe that the company continues to remain a going concern. Further details of this are included in the notes to the financial statements.

Section 172(1) statement

The board considers that they have adhered to the requirements of section 172 of the Companies Act 2006 (the "Act") and have, in good faith, acted in a way that they consider could be most likely to promote the success of the company for the benefit of its shareholders and, in doing so, have had regard to and recognised the importance of considering all stakeholders and other matters (as set out in s.172(1)(a-f) of the Act) in its decision making.

The board acknowledges that the business can only grow and prosper over the long-term if it understands and respects the views and needs of the company's customers, employees, suppliers, lenders and other stakeholders to whom we are accountable, as well as the environment we operate within.

Key stakeholders

The directors ensure that the requirements of section 172 are always met and considered through a combination of the following:

Employees

The company and group have continued to maintain the commitment to employee involvement throughout the business. Employees are kept well informed of the performance and objectives of the company and group through personal briefings, regular meetings and e-mail.

Customers

The company's customers are tenants of property or purchasers of development land. The company has continued to work to ensure customers' needs are met properly with robust continuity plans. This includes regular meetings with managing agents and developers to ensure issues are known. The impact of decisions made by the board on customers are considered to ensure continued good relationships.

Suppliers

The directors continue to consider the financial health of suppliers to ensure business continuity and support the long-term success of the business. This includes more robust analysis of financial statements to ensure risks of failure are limited.

Principal decisions

For the year ending 29 February 2024, the board consider that the following are examples of principal decisions that it made in the year.

The board continues to maintain its social media and internet presence so it can communicate better with customers, suppliers and the wider community.

On behalf of the board

The directors present their annual report and financial statements for the year ended 29 February 2024.

The profit for the year, after taxation, amounted to £8,971,633 (2023: £34,939,598).

No ordinary dividends were paid. The directors do not recommend payment of a final dividend (2023: £Nil).

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Qualifying third party indemnity provisions for the benefit of the company's directors were paid during the year. These provisions remain in force at the reporting date.

During the year the company made political and charitable contributions of £30,000 (2023: £16,500).

In accordance with the company's articles, a resolution proposing that Goodman Jones LLP be reappointed as

auditor of the company will be put at a General Meeting.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the ;

• prepare the on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7, usually contained within the directors' report. It has done so in respect of risk management and going concern.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

We have audited the financial statements of O&H Properties Limited (the 'company') for the year ended 29 February 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 29 February 2024 and of its profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures

in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities,

including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is

detailed below.

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to industry sector regulations and unethical and prohibited business practices, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and UK Tax Legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls). Appropriate audit procedures in response to these risks were carried out. These procedures included:

• Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;

• Reading minutes of meetings of those charged with governance;

• Obtaining and reading correspondence from legal and regulatory bodies including HMRC;

• Identifying and testing journal entries;

• Challenging assumptions and judgements made by management in their significant accounting estimates.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members; and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above. The further removed instances of non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

O&H Properties Limited is a private company limited by shares incorporated in England and Wales. The registered office is Ground Floor Trinity CourtTrinity Street, Peterborough, Cambridgeshire, PE1 1DA.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 3 'Financial Statement Presentation';

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: The disclosure requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b), 11.48(c), 12.26, 12.27, 12.29(a), 12.29(b), and 12.29A;

• Section 12 'Other Financial Instruments': The disclosure requirements of paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;

• Section 26 ‘Share based Payment’: Share based payment arrangements required under FRS 102 paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

This information is included in the consolidated financial statements of O&H Holdings No.2 Limited as at 29 February 2024 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.

The company is a parent company that is also a subsidiary included in the consolidated financial statements of its immediate parent undertaking established under the law of a EEA state and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act.

In making their assessment of the ability of the company to continue as a going concern, the directors have prepared detailed cash flow projections for the company. The parent undertaking, O&H Strategic Land Limited, has prepared the same on a consolidated basis. These projections have been prepared to February 2028 and include sensitivities in cash inflows for potential reductions in activities. These projections show, in all scenarios, that the group remains liquid, however each individual company (including O&H Properties Limited) has limited or no cash.true

The company has received a letter from the parent company (O&H Strategic Land Limited) confirming that the parent company operates a cash management treasury function for the O&H Strategic Land Limited group. The cash is pooled and held within O&H Strategic Land Limited. The letter confirms that they are holding that cash and that the directors of this group continue to have full and unfettered access to it.

On this basis, the directors consider that both the group and the company will be able to discharge their obligations in the ordinary course of business for a period of at least twelve months from the date when the financial statements are authorised for issue and consider it appropriate to continue to prepare these financial statements on a going concern basis.

Turnover represents rental income calculated on an accrual basis, other property related income and the value of the development land, buildings and properties completed during the year less value added tax. Property sales are typically recognised at the time of legal completion of the transaction as this represents the point when the risks and rewards are transferred from the company.

Tangible fixed assets, other than investment properties and land bank, are held under the cost model and stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

The company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the company. The carrying amount of the replaced part is not recognised. Repairs and maintenance are charged to the Statement of Comprehensive Income during the period in which they are incurred.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Investments in subsidiaries are measured at cost less any accumulated impairment . Where merger relief is applicable, the cost of the investment in a subsidiary undertaking is measured at the nominal value of the shares issues together with the fair value of any additional consideration paid.

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stock relates to the cost of land purchased for development and is stated at the lower of cost and net realisable value.

In determining cost for these purposes, stock acquired from third parties includes purchase price and any other costs incurred in bringing the inventories to their present location and condition.

Where properties held in stock were transferred from investment property, the cost is the fair value at the date the land was transferred into stock.

Payments received on account of contracts are deducted from amounts receivable on contracts. Payments received in excess of amounts recoverable on contracts are included in creditors. Amounts receivable on contracts in excess of payments are included in debtors and stated at cost plus attributable profit less foreseeable future losses.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in the Statement of Comprehensive Income in the period in which it arises.

Provisions are charged as an expense to the Statement of Comprehensive Income in the year that the company becomes aware of the obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

In August 2002 the ultimate parent company at that time established an Employee Benefit Trust in order to reward and encourage its own staff and those of other group companies. In accordance with section 28 of FRS 102, Employee Benefits, the company does not include the assets and liabilities of the groups employee benefit trust on the Balance Sheet. It considers that it does not retain any future economic benefit from the assets of the trust, any control of the rights, or any access to those future economic benefits. All contributions made to the trust vest unconditionally in identified beneficiaries and, as a result, are written off to the Statement of Comprehensive Income via staff costs in the year for which the benefits for the individual directors and employees accrue.

Contributions to the company's defined contribution scheme are charged to the profit or loss in the year in which they become payable.

Retirement benefits to directors and employees are provided by a defined benefit scheme. The assets of the scheme are held independently of the company by the trustees.

Following the adoption of section 28 of FRS 102, the regular service cost to the company of the benefits accruing under the defined benefit scheme during the period, together with the cost of any benefits granted in relation to past service and gains and losses arising from curtailments and settlements, is charged to operating profit. A charge or credit is included in other finance income representing the difference between the increase in the liabilities from the benefits being one year closer to payment and the expected return on the scheme assets. The difference between the value of the scheme assets and its liabilities is included in the Balance Sheet. Changes in liabilities resulting from changes in assumptions, difference between the actual and expected returns on assets and other experience gains and losses are recognised in other comprehensive income.

Where assets leased to a third party give rights approximating to ownership (finance leases), the assets are treated as if they had been sold outright. The amount removed from the fixed assets is the net book value on disposal of the asset. The profit on disposal, being the excess of the present value of the minimum leases payments over net book value is credited to profit or loss.

Lease payments are analysed between capital and interest components so that the interest element of the payment is credited to profit or loss over the term of the lease and represents a constant proportion of the balance of capital repayments outstanding. The capital part reduces the amounts owed by the lessee.

Incentive payments to new tenants to occupy the company's investment properties are treated as a reduction in revenue and initially recorded as prepayments. The prepayments are charged to profit or loss over the term of the lease. Where such prepayments relate to investment properties, the properties are carried at fair value less the amount of the unamortised incentive.

However, the company has taken advantage of the optional exemption available on transition to FRS 102 which allows lease incentives on leases entered into before the date of transition to the standard (1 March 2014) to continue to be charged over the shorter period to the first market rent review rather than the term of the lease.

All other leases are treated as operating leases. Their annual rentals are charged to profit or loss on a straight line basis over the term of the lease.

Debtors

Short term debtors are measured at transaction price, less any impairment. Other assets including deferred consideration are measured at fair value, net of any transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Interest income

Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Impairment review

Determine whether there are indicators of impairment of the company's tangible assets and fixed asset investments. Factors taken into consideration in reaching such a determination include the economic viability and expected future financial performance of the asset and whether it is a component of larger cash-generating unit, the viability and expected future performance of that unit.

Stock

The carrying value of stocks requires management judgement in determining the profitability of each project at the point of sale. The company gives consideration to the status of each project, stage of development, current tenants and revenues and market conditions, when ensuring stocks are valued at the lower of cost and net realisable value.

Accrued income on land sales

Where the risks and rewards of land sales have been transferred, the company recognises the sale but the consideration receivable may be based on contractual arrangements with house developers such that the value is dependent on final completion values of such developments. Where this is the case the company assesses the expected sales value outcome over the contract term based on the contractual arrangements, uncertainties of value and receipt, market value data available and discounts these sales using discount rates reflective of what such contracts would be subject to in an arms length market transaction scenario.

Provisions

Provisions recognised in the accounts are calculated based on the forecast overall profitability of each site within the development. This takes into account the time scales of development and the contractual requirements such as S106 commitments and other onerous arrangements.

Defined benefit scheme assumptions

The costs, assets and liabilities of the defined benefit scheme operated by the company are determined using methods relying on actuarial estimates and assumptions. Details of the key assumptions are set out in note 18. The company takes advice from independent actuaries relating to the appropriateness of the assumptions. Changes in the assumptions used may have a significant effect of the Statement of Comprehensive Income and the Balance Sheet.

Defined benefit scheme - buy-in

At the time of entering into the buy-in transaction, the intention of the directors was to proceed to buy-out and as there are no barriers, the settlement will be expensed through the Statement of Comprehensive Income.

All turnover arose within the United Kingdom.

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

Factors that may affect future tax charges

The Finance Bill 2021, published on 11 March 2021, increases the main rate of Corporation tax to 25% for the year commencing 1 April 2023.

The deferred taxation liability has therefore been calculated at 25%, being the rate substantively enacted at the Balance Sheet date

Details of the company's subsidiaries at 29 February 2024 are as follows:

The registered office address of all the subsidiaries is Ground Floor Trinity Court, Trinity Street, Peterborough, Cambridgeshire, England, PE1 1DA.

Stock represents holdings of development land and buildings.

Amounts owed by group undertakings are repayable on demand. Interest is not charged on these balances.

There is an unused overdraft facility in place secured by a fixed charged over the stock of the company and floating charge over the other assets of the company.

There are no formal arrangements in place for the repayments of amounts owed to group undertakings.

Interest is not charged on these balances.

The environment provision represents ongoing rectification liabilities at two of the company's sites.

The development provisions accrual relates to S106 and other onerous arrangements in place on the company as a result of property development activities of the group. The timing of settlement is uncertain but will fall within the next 10 years.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Several pension schemes are operated by the company. The major scheme was a defined benefit scheme and was established under an irrevocable Deed of Trust by O&H Properties Limited for its employees. The Deed determines the appointment of trustees to the fund. The scheme is managed by a corporate trustee accountable to the pension scheme members. The trustees of the fund are required to act in the best interests of the beneficiaries.

Pension benefits generally depend upon age, length of service and salary level. The company provides retirees with at least five years of service and who are at least age 55 with post retirement benefits.

A full actuarial valuation of the defined benefit scheme was carried out at 31 December 2019 and updated at 28 February 2023 by a qualified independent actuary on an FRS 102 basis.

During the year, the scheme entered into a buy-in policy with Just Group on 22 May 2023. Further details of this are disclosed below.

Reconciliation of present value of plan liabilities:

Overall expected rate of return on plan assets is based upon historical returns of the investment performance adjusted to reflect expectations of future long-term returns by asset class.

Revaluation reserve

The revaluation reserve represents cumulative revaluation movements in the fair value of previously held investment properties which have been appropriated to stock and land bank, gross of any deferred tax impact.

On disposal of a property or land any cumulative revaluation movements relating to the disposed property or land which are realised will be transferred to the profit or loss reserve.

Profit and loss account

The profit and loss account represent cumulative profits or losses, net of dividends paid and other adjustments discussed above in relation to the revaluation reserve.

Share capital

Called up share capital reserve represents the nominal value of shares issued.

Share premium

Share premium represents the amount received over the nominal value of shares issued.

Bonds, guarantees and indemnities have been issued by Barclays Bank Plc and Euler Hermes Europe S.A. on behalf of O&H Properties Limited in favour of Anglian Water Services Limited £73,778 (2023: £73,778) and Peterborough City Council £1,221,495 (2023: £1,994,590 ).

The company leases out the investment property and land bank under non-cancellable leases for the following minimum lease payments. There are no contingent risks.

At the reporting end date the company had contracted with tenants for the following minimum lease payments:

At the Balance Sheet date the company was owed £140 (2023: £140) by St James Property Developments Limited, £201,215,778 (2023: £189,900,068) by O&H Holdings (No.2) Limited, £120,000 (2023: £120,000) by O&H London Developments Limited, £Nil (2023: £120,000) by O&H Mayfair Developments Limited, £Nil (2023: £Nil) by Swallow Street LP, £85,755 (2023: £63,075) by Value Nature which are all entities under common ownership. These amounts are repayable on demand and do not bear interest.

At the Balance Sheet date the company owed £65,890 (2023: £94,339 owed by) to Hampton (Peterborough) Management Ltd, £47,733,214 (2023: £47,719,842) to City & St James Property Holdings Limited, £5,707,873 (2023: £5,980,787) to J F Ashton Limited and £10,045 (£Nil) to O&H Hampton Limited which are entities under common ownership. These amounts are repayable on demand and do not bear interest.

During the year, management charge income of £2,287,008 (2023: £2,328,285) was received from companies under common control.

At 29 February 2024 the company's ultimate parent company was O&H Strategic Land Holdings Limited, a company registered in Jersey.

O&H Holdings No.2 Limited is the immediate parent company and the parent of the smallest group in which O&H Properties Limited is a member. O&H Holdings No.2 Limited is the largest group in which the company is consolidated. Copies of the financial statements of O&H Holdings No.2 Limited are available from Companies House, Crown Way, Cardiff, CF14 3UZ. The registered office address of O&H Holdings No.2 Limited is Ground Floor Trinity Court, Trinity Street, Peterborough, Cambridgeshire, England, PE1 1DA.

There is no ultimate controlling party of the company.